exv4w46







Exhibit
4.46




PERFORMANCE BASED RESTRICTED STOCK UNITS




SINA CORPORATION

2007 SHARE INCENTIVE PLAN




RESTRICTED SHARE UNIT AGREEMENT




     This Restricted Share Unit Agreement (the “Agreement”) is made and entered into as of MM DD,
YYYY by and between SINA Corporation, a Cayman Islands corporation (the “Company”), and Employee AA
pursuant to the SINA Corporation 2007 Share Incentive Plan (the “Plan”). To the extent any
capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to
them in the Plan, which is attached to, and made a part of, this Agreement. In the event of a
conflict between the terms and provisions of the Plan and the terms and provisions of this
Agreement, the Plan terms and provisions shall prevail. Performance based restricted stock units
under this agreement are considered as part of the Company’s annual bonus component.



     In consideration of the mutual agreements herein contained and intending to be legally bound
hereby, the parties agree as follows:



     1. Restricted Share Units. Pursuant to the Plan, the Company hereby grants to you,
and you hereby accept from the Company, XXXX Share units, each of which is a bookkeeping entry
representing the equivalent in value of one (1) ordinary Share (the “Restricted Share Units”), on
the terms and conditions set forth herein and in the Plan.



     2. Vesting of Restricted Stock Units. So long as your Service continues, your
Restricted Stock Units shall vest to the extent that the “Performance Goals” (as defined below) are
achieved as set forth below and as determined by the Company, which determination shall be made by
March 15th of the year following the applicable performance period, or if later, the date permitted
by U.S. Treasury Regulation Section 1.409A-1(b)(4) or any other applicable guidance issued with
respect to Code Section 409A.



Performance Goals for Performance Period YYYY:




(1) The number of restricted stock units equal to XX% of the total number of restricted stock units
multiplied by the percentage based upon the level of achievement of Advertising Revenue, as set
forth in Table 1 below, multiplied by individual performance shall vest immediately upon the
determination by the Company of the level of performance.



(2) The number of restricted stock units equal to XX% of the total number of restricted stock units
multiplied by the percentage based upon the level of achievement of Pro-forma Net Income Before
Taxes, as set forth in Table 1 below, multiplied by individual performance shall vest immediately
upon the determination by the Company of the level of performance.



See attached performance targets and respective vesting percentages for this performance period.



Performance Goals for the Performance Period MM DD, YYYY to MM DD, YYYY:



 









 




(1) The number of restricted stock units equal to XX% of the total number of restricted stock units
multiplied by the percentage based upon the level of achievement of Advertising Revenue, as set
forth in Table 2 below, multiplied by individual performance shall vest immediately upon the
determination by the Company of the level of performance.



(2) The number of restricted stock units equal to XX% of the total number of restricted stock units
multiplied by the percentage based upon the level of achievement of Pro-forma Net Income Before
Taxes, as set forth in Table 2 below, multiplied by individual performance shall vest immediately
upon the determination by the Company of the level of performance.



See attached performance targets and respective vesting percentages for this performance period.



Performance Goals for the Performance Period MM DD, YYYY to MM DD, YYYY:



(1) The number of restricted stock units equal to XX% of the total number of restricted stock units
multiplied by the percentage based upon the level of achievement of Advertising Revenue, as set
forth in Table 3 below, multiplied by individual performance shall vest immediately upon the
determination by the Company of the level of performance.



(2) The number of restricted stock units equal to XX% of the total number of restricted stock units
multiplied by the percentage based upon the level of achievement of Pro-forma Net Income Before
Taxes, as set forth in Table 3 below, multiplied by individual performance shall vest immediately
upon the determination by the Company of the level of performance



See attached performance targets and respective vesting percentages for this performance period.




     3. Termination of Service. In the event of the termination of your Service for any
reason, all unvested Restricted Share Units shall be immediately forfeited without consideration.



     4. Settlement of Restricted Share Units. Restricted Share Units shall be
automatically settled in ordinary Shares upon vesting of such Restricted Share Units, provided that
the Company shall have no obligation to issue ordinary Shares pursuant to this Agreement unless and
until you have satisfied any applicable tax withholding obligations pursuant to Section 5 below and
such issuance otherwise complies with all Applicable Law and you have obtained all necessary
governmental approvals and consents required under Applicable Laws in connection with the issuance
of ordinary Shares pursuant to the Restricted Share Unit. Prior to the time the Restricted Share
Units are settled upon vesting, you will have no rights other than those of a general creditor of
the Company. Restricted Share Units represent an unfunded and unsecured obligation of the Company.



     5. Withholding Taxes. You agree to make arrangements satisfactory to the Company for
the satisfaction of any applicable withholding tax obligations that arise in connection with the
Restricted Share Units which, at the sole discretion of the Committee, may include (i) having the
Company withhold ordinary Shares from the settlement of the Restricted Share Units, or (ii) any
other arrangement approved by the Company, in either case, equal in



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value to the amount necessary to satisfy any such withholding tax obligations. The Company shall
not be required to issue ordinary Shares pursuant to this Agreement unless and until such
obligations are satisfied.




     6. Tax Advice. You represent, warrant and acknowledge that the Company has made no
warranties or representations to you with respect to the income tax consequences of the
transactions contemplated by this Agreement, and you are in no manner relying on the Company or the
Company’s representatives for an assessment of such tax consequences. YOU UNDERSTAND THAT THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING ANY
RESTRICTED SHARE UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE
USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.



     7. Non-Transferability of Restricted Share Units. The Restricted Share Units shall
not be transferable other than by will or the laws of descent and distribution. The designation of
a beneficiary does not constitute a transfer. The terms of this Agreement shall be binding upon
your executors, administrators, heirs, successors and assigns.



     8. Restriction on Transfer. Regardless of whether the transfer or issuance of the
Shares to be issued pursuant to the Restricted Share Units have been registered under the
Securities Act or have been registered or qualified under the securities laws of any state or other
jurisdiction, the Company may impose additional restrictions upon the sale, pledge, or other
transfer of the Shares (including the placement of appropriate legends on share certificates and
the issuance of stop-transfer instructions to the Company’s transfer agent) if, in the judgment of
the Company and the Company’s counsel, such restrictions are necessary in order to achieve
compliance with the provisions of the Securities Act, the securities laws of any jurisdiction,
state, or any other law.



     9. Share Certificate Restrictive Legends. Share certificates evidencing the Shares
issued pursuant to the Restricted Share Units may bear such restrictive legends as the Company and
the Company’s counsel deem necessary under Applicable Law or pursuant to this Agreement.



     10. Representations, Warranties, Covenants, and Acknowledgments. You hereby agree
that in the event the Company and the Company’s counsel deem it necessary or advisable in the
exercise of their discretion, the transfer or issuance of the Shares issued pursuant to the
Restricted Share Units may be conditioned upon you making certain representations, warranties, and
acknowledgments relating to compliance with Applicable Laws, including applicable securities laws.



     11. Voting and Other Rights. Subject to the terms of this Agreement, you shall not
have any voting rights or any other rights and privileges of a shareholder of the Company unless
and until the Restricted Share Units are settled upon vesting.



     12. No Employment Rights. Neither the Plan nor this Share Unit Award shall be deemed
to give you a right to remain an Employee, Consultant or director of the Company, a



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Parent, a Subsidiary or an Affiliate. The Company and its Parents and Subsidiaries and Affiliates
reserve the right to terminate your Service at any time, with or without cause, and for any reason,
subject to Applicable Laws.




     13. Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours
after being deposited in the mail, as certified or registered mail, with postage prepaid, and
addressed to the Company at its principal corporate offices and to you at the address maintained
for you in the Company’s records.



     14. Entire Agreement; Enforcement of Rights. This Agreement, together with the Plan,
sets forth the entire agreement and understanding of the parties relating to the subject matter
herein and therein and merges all prior discussions between the parties. Except as contemplated
under the Plan, no modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.
The failure by either party to enforce any rights under this Agreement shall not be construed as a
waiver of any rights of such party.



     15. Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.



     16. Arbitration.  Any dispute, controversy or claim arising out of or relating to
this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration
in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by
the rest of this clause. The appointing authority shall be the Hong Kong International Arbitration
Centre (“HKIAC”). The place of arbitration shall be in Hong Kong at the HKIAC. There shall be
three arbitrators. Any such arbitration shall be administered by the HKIAC in accordance with the
HKIAC Procedures for the Administration of International Arbitration in force at the date of this
contract. The language to be used in the arbitral proceedings shall be English.



     17. Severability. If one or more provisions of this Agreement are held to be
unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of
this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of
this Agreement shall be enforceable in accordance with its terms.



     18. Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of you under this Agreement may not be assigned without the prior written consent of
the Company.



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     19. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



*   *  *   *




(Signature Page Follows)




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this DDth day of MM,
YYYY.



SINA CORPORATION




	 	 	 	 	 
	By:

	 	   

(Signature)
	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	President & CEO	 	 
	 

	 	 	 	 
	 
	 	 	 	 





RECIPIENT:




Employee AA




	 	 	 	 	 
	By:

	 	 
 

(Signature)
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 





					
	 
	 	 	 	 
	Telephone
Number:

	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	Email Address:	 	 	 	 
	 

	 	 	 






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